Genting Hong Kong : VERY SUBSTANTIAL DISPOSAL AND MAJOR TRANSACTIONS IN RELATION TO THE SALE AND LEASEBACK OF GENTING DREAM

September 25, 2019 at 06:38 am EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

VERY SUBSTANTIAL DISPOSAL

AND

MAJOR TRANSACTIONS

IN RELATION TO THE SALE AND LEASEBACK

OF GENTING DREAM

THE SALE AND LEASEBACK

The Board is pleased to announce that on 25 September 2019, the Seller, an indirect subsidiary of the Company, entered into: (1) the Memorandum of Agreement with the Purchasers in relation to the Disposal; and (2) the Bareboat Charter Agreement with the Purchasers in relation to the bareboat chartering of the Vessel. In addition, under the Bareboat Charter Agreement, the Seller has the Purchase Option to purchase the Vessel from the Purchasers if certain conditions are satisfied, the Purchasers have the Put Option to sell the Vessel to the Seller if certain conditions are satisfied, and if neither the Purchase Option nor the Put Option is exercised, the Seller has the Purchase Obligation at the end of the Charter Period to purchase the Vessel from the Purchasers if certain conditions are satisfied.

LISTING RULES IMPLICATIONS

Notwithstanding the Disposal, the Purchase Option, the Put Option and the Purchase Obligation are part and parcel to the same Transactions, the Company has assessed each of these components of the Transactions under Chapter 14 of the Listing Rules separately. Accordingly:

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceed 75%, the Disposal constitutes a very substantial disposal for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Purchase Option exceed 25% but all are less than 100%, the Purchase Option constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Put Option exceed 25% but all are less than 100%, the Put Option constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Purchase Obligation exceed 25% but all are less than 100%, the Purchase Obligation constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.

As the Disposal, the Purchase Option, the Put Option and the Purchase Obligation are part and parcel to the same Transactions, and any one such component cannot proceed unless all of these components are approved, the Company will seek Shareholders' approval for each of the Disposal, the Purchase Option, the Put Option and the Purchase Obligation under the same single resolution at a SGM.

A SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Transactions. A circular containing, among other things, (i) further information on the Transactions; (ii) other information as required under the Listing Rules; and (iii) notice of the SGM will be despatched to the Shareholders as soon as practicable, which is expected to be on or before 6 November 2019 to allow sufficient time for the preparation of the relevant information to be included in the circular.

To the best of the knowledge and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Transactions. Accordingly, it is expected that no Shareholder is required to abstain from voting at the SGM.

AS COMPLETION IS SUBJECT TO FULFILMENT (OR IF APPLICABLE, WAIVER) OF THE COMPLETION CONDITIONS AS SET OUT IN THE MEMORANDUM OF AGREEMENT, THE TRANSACTIONS MAY OR MAY NOT PROCEED. THE ISSUE OF THIS ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE TRANSACTIONS WILL BE IMPLEMENTED OR COMPLETED. SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN THE SHARES.

INTRODUCTION

THE MEMORANDUM OF AGREEMENT

Date

25 September 2019

Parties

The Seller (as seller)
The Purchasers (as purchasers)

Subject Matter

Pursuant to the Memorandum of Agreement, the Seller agreed to sell, and the Purchasers each agreed to purchase an equal share in, the Vessel.

Consideration

The Consideration payable by the Purchasers to the Seller is US$900 million or 80% of the Closing Market Value (whichever is lower) and shall be paid in cash at Completion.

The Closing Market Value shall be the market value of the Vessel, as determined by reference to the arithmetic average of two valuations of the Vessel, each addressed to the Agent and prepared:

as at the date which is no more than 30 days prior to the "prepositioning date", being a date which is no later than five Business Days prior to the proposed Delivery Date (or such later date as the parties to the Memorandum of Agreement may otherwise agree);
and certified by an Approved Valuer, with the first Approved Valuer selected by the Seller (in consultation with the Agent) (the "First Valuation") but appointed by the Agent and the second Approved Valuer selected by the Agent (as per the instructions of the Purchasers) (the "Second Valuation"); and
on a "desk-top" basis and on the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer,

provided always that:

if the First Valuation is 110% or more of the Second Valuation, the Agent shall then procure a third valuation certified by a third Approved Valuer on a "desk-top" basis and on the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer (the "Third Valuation"), and the market value of the Vessel will then be determined as the arithmetic mean of the First Valuation, the Second Valuation and the Third Valuation; and
if an Approved Valuer determines that the market value of the Vessel shall fall within a range, the valuation for these purposes, as determined by such Approved Valuer, shall be the lower value of such range.

The Board recently obtained an appraised valuation of the Vessel by an Approved Valuer as at 31 December 2018 and 15 July 2019, in each case on a "desk-top" basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer, which showed an appraisal value of the Vessel of US$1,180 million. Whilst it is noted that such historical appraisal value has no bearing on the Closing Market Value, based on such historical appraisal value, the Board does not expect 80% of the Closing Market Value will be significantly lower than US$900 million.

The Purchasers agree to pay the Consideration severally in proportion to their respective participation.

Conditions Precedent

Completion of the Disposal is conditional upon delivery of the following documents, among other things, to the Agent in form and substance satisfactory to the Agent (acting on behalf of the Purchasers):

written resolutions of the board of directors and (if required by law) shareholders of the Seller resolving to sell the Vessel pursuant to the Memorandum of Agreement and to enter into all documentation contemplated by the Memorandum of Agreement and other Transaction Documents;
evidence that on the Delivery Date the Vessel will be registered in the ownership of the Purchasers as co-owners and/or joint owners of all or any of the shares in the Vessel;
approval from the Shareholders in respect of the Memorandum of Agreement and the transactions contemplated thereunder in accordance with the Listing Rules;
a transcript of registry issued by the Vessel's registry on the Delivery Date evidencing the Seller's ownership of the Vessel;
the Agent (acting on the instructions of all of the Purchasers) being satisfied that, in its opinion: (a) the conditions precedent set out in the Bareboat Charter Agreement have been or will be satisfied on the Delivery Date or, if earlier, by the timelines set out therein, (b) no termination event or potential termination event (as referred to in the Bareboat Charter Agreement) has occurred and is continuing or would result from the proposed payment of the Consideration; (c) the representations and warranties referred to in the Memorandum of Agreement and the Bareboat Charter Agreement are true and correct in all respects on the date of the Memorandum of Agreement and the Delivery Date; and (d) each Purchaser has remitted or will be remitting its portion of the Consideration no later than five Business Days prior to the Delivery Date, and in any case no later than such time when the Purchasers are required to make any payment under the Memorandum of Agreement; and
the Seller's letter of confirmation that, to the best of its knowledge, the Vessel is not blacklisted by any nation or international organisation.

Completion

Completion shall take place on or around ten Business Days after fulfilment (or waiver by the Purchasers) of the condition precedents set out in the Memorandum of Agreement and in any event before the Cancelling Date.

If the Seller fails to be ready to validly complete a legal transfer of the Vessel by the Cancelling Date, the Agent (acting on the instructions of the Purchasers) and the Purchasers shall have the option of cancelling the Memorandum of Agreement.

If a Purchaser breaches its obligation to pay its proportion of the Consideration, the other (non- defaulting) Purchasers or the Seller shall have the option of cancelling the Memorandum of Agreement.

THE BAREBOAT CHARTER AGREEMENT

Date

25 September 2019

Parties

The Seller (as charterer)
The Purchasers (as owners)

Subject Matter

Pursuant to the Bareboat Charter Agreement, the Purchasers agreed to bareboat charter to the Seller, and the Seller agreed to bareboat charter from the Purchasers, the Vessel, immediately after the delivery of the Vessel from the Seller to the Purchasers pursuant to the Memorandum of Agreement.

The Seller will sub-bareboat charter the Vessel to the Sub-Charterer (being another indirect subsidiary of the Company).

Charter Period

The charter period shall be a period of 144 months commencing from the Delivery Date.

Charter Hire and Upfront Fee

The charter hire, being all and any hire or any other remuneration for use of the Vessel payable by the Seller (as charterer), for each Hire Period (each, a "Charter Hire") shall consist of:

a Fixed Hire; plus

a variable hire which shall be the product of: (a) the Bareboat Charter Balance then outstanding on the relevant Hire Payment Date (as defined below) (prior to the payment of the fixed hire payable on that Hire Payment Date); (b) the London interbank offered rate administered by ICE Benchmark Administration Limited for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen then applicable plus a margin; and (c) a fraction whose denominator is 360 and whose numerator is the number of days elapsing during the relevant Hire Period.

Each Charter Hire shall be paid on the last day of the relevant Hire Period (each, a "Hire Payment Date").

In connection with the Memorandum of Agreement and the Bareboat Charter Agreement, the Purchasers and the Seller entered into the Upfront Fee Letter, pursuant to which the Seller shall pay to the Purchasers and/or the Agent for distribution to the Purchasers an upfront fee equal to

1.3% of the Consideration (the "Upfront Fee"), out of which:

US$5,850,000 shall be payable within two Business Days upon signing of the Memorandum of Agreement; and
the balance of the Upfront Fee shall be payable no later than the Delivery Date.

Purchase Option

Subject to (a) no Total Loss having occurred, (b) no Put Option having been exercised, the Seller (as charterer) shall from the first anniversary of the Delivery Date have the option to terminate the chartering of the Vessel and purchase the Vessel from the Purchasers (as owners) prior to or upon expiry of the Charter Period subject to the satisfaction of the following conditions (the date on which all such conditions are satisfied and such termination becomes effective being the "Purchase Option Date"):

no termination event or potential termination event has occurred or will occur as a result of the proposed early termination of the chartering of the Vessel or the proposed purchase of the Vessel pursuant to the Purchase Option; and
the Seller (as charterer) has notified the Agent of the Seller's intention to early terminate the chartering of the Vessel, such notification to be delivered not less than 90 days prior to the proposed Purchase Option Date.

The purchase price (the "Purchase Option Price") of the Vessel upon exercise of the Purchase Option shall equal to the aggregate of:

if the Purchase Option Date falls at any time:
1. from and including the first anniversary of the Delivery Date up to and excluding the third anniversary of the Delivery Date, 103% of the Bareboat Charter Balance as at the Purchase Option Date;

1. from and including the third anniversary of the Delivery Date up to and excluding the eighth anniversary of the Delivery Date, 102% of the Bareboat Charter Balance as at the Purchase Option Date; and
2. from and including the eighth anniversary of the Delivery Date, 102% of the Bareboat Charter Balance as at the Purchase Option Date (reducing at 0.25% on a quarterly basis commencing from the eighth anniversary until it has been reduced to 100% of the Bareboat Charter Balance);
all Charter Hire due and payable, but unpaid, under the Bareboat Charter Agreement up to (and including) the Purchase Option Date;
any other unpaid sums due and payable together with any default interest accrued in respect of each of the amounts from the due date for payment thereof up to the date of actual payment;
where the Agent and/or the Purchasers (as owners) (or any of them) receives any payment under or in relation to any Transaction Document on a day other than the due date for such payment, any break costs incurred as a result by the Purchasers (or any of them) under the finance documents between the financiers and the Agent or the Purchasers (or any of them) (namely any interest which the financiers should have received for the period from the date of receipt of all or any of the abovementioned payment to the last day of the current interest period under such finance documents in respect of the abovementioned payment); and
any other sums as the Agent, the Security Agent and the Purchasers (as owners) may be entitled to under the terms of the Transaction Documents,

less

any amounts actually and unconditionally received by the Agent and/or the Purchasers (as owners) in liquidating or terminating arrangement in respect of funds raised on any interbank market or otherwise in connection with the financing of the Purchasers' ownership or purchase of the Vessel and/or unwinding or terminating of any financial instrument or arrangement relating to the ownership, leasing or purchase of the Vessel.

Provided that the Seller complies with its obligations under the Bareboat Charter Agreement, including to pay all Charter Hire and other amounts in accordance with the terms of the Transaction Documents, the maximum amount of the Purchase Option Price shall not exceed US$872,925,000, being 103% of the Bareboat Charter Balance as at the first anniversary of the Delivery Date.

Put Option

If (a) the Company ceases to legally or beneficially own (directly or through a subsidiary of the Company) and control (directly or indirectly) 51% or more of the shares of the Immediate Holding Company; (b) the Immediate Holding Company ceases to legally and beneficially own and control (directly or indirectly) 100% of the shares of the Seller; or (c) any person or group of persons acting in concert (other than the Lim Family) legally or beneficially own and control (directly or

indirectly) more than 50% of the issued share capital of the Company, then the Agent (acting on behalf of the Purchasers) shall discuss in good faith with the Company and the Seller (as charterer) the effect of that proposed event and the circumstances in which the Purchasers (as owners) may be willing to continue the chartering of the Vessel. If no alternative basis for continuing the chartering of the Vessel has been agreed, the Agent (acting on behalf of the Purchasers) shall have the option to terminate the chartering of the Vessel prior to the expiry of the Charter Period and require the Seller to purchase the Vessel at a price (the "Early Termination Sum") which consists of the following:

all Charter Hire due and payable, but unpaid, under the Bareboat Charter Agreement up to (and including) the date of payment of the Early Termination Sum;
the Bareboat Charter Balance applicable as at the Hire Payment Date immediately preceding the relevant date of payment of the Early Termination Sum;
any other unpaid sums due and payable;
where the Agent and/or the Purchasers (as owners) (or any of them) receive any payment under or in relation to any Transaction Document on a day other than the due date for such payment, any break costs incurred as a result by the Purchasers (or any of them) under the finance documents between the financiers and the Agent or the Purchasers (or any of them) (namely any interest which the financiers should have received for the period from the date of receipt of all or any of the abovementioned payment to the last day of the current interest period under such finance documents in respect of the abovementioned payment);
all liabilities, costs and expenses incurred by the Agent, the Security Agent and the Purchasers (as owners) (i) in locating, recovering possession of, and repositioning, berthing, insuring and maintaining the Vessel for carrying out any works or modifications required to cause the Vessel to conform with any redelivery conditions and (ii) in collecting any payments due under the Bareboat Charter Agreement or in obtaining due performance of the obligations of, among others, the Seller (as charterer) under the Transaction Documents;
any default interest accrued in respect of each of the amounts set out above; and
any other sums as the Agent, the Security Agent and the Purchasers (as owners) may be entitled to under the terms of the Transaction Documents,

less

any amounts actually and unconditionally received by the Agent and/or the Purchasers (as owners) in liquidating or terminating arrangement in respect of funds raised on any interbank market or otherwise in connection with the financing of the Purchasers' ownership or purchase of the Vessel and/or unwinding or terminating of any financial instrument or arrangement relating to the ownership, leasing or purchase of the Vessel.

Provided that the Seller complies with its obligations under the Bareboat Charter Agreement, including to pay all Charter Hire and other amounts in accordance with the terms of the Transaction Documents, the Board does not expect the Agent, the Security Agent and the

Purchasers (as owners) to incur material liabilities, costs and expenses under paragraph (v) above, and accordingly, the Board expects the maximum amount of the Early Termination Sum shall not exceed US$900 million, being the maximum amount of the Bareboat Charter Balance.

Purchase Obligation

Subject to no Total Loss having occurred, unless the Seller has exercised the Purchase Option or the Agent has exercised the Put Option, the Seller shall, on the date falling 144 months after the Delivery Date, purchase the Vessel from the Purchasers at an amount equal to the aggregate of the Purchase Obligation Price and any amount of Charter Hire due on that date.

OTHER DOCUMENTS

In connection with the Memorandum of Agreement and the Bareboat Charter Agreement, the following documents, among others, will be entered into:

a deed of assignment (the "Deed of Assignment") to be executed by the Seller (as charterer) and the Sub-Charterer in favour of the Security Agent (as security agent) in relation to certain of the Seller's and the Sub-Charterer's rights and interests in and to (among other things) the insurances and the compensation which may be payable to them as a result of the Vessel being requisitioned for title;
a share charge (the "Share Charge") over all shares in the Seller to be executed by the Immediate Holding Company in favour of the Security Agent (as security agent);
a deed of charge (the "Account Charge") over the reserve bank account of the Seller to be executed by the Seller in favour of the Security Agent (as security agent); and
deeds of undertakings (the "Manager's Undertakings") to be executed by Genting Cruise Lines Ship Management Sdn. Bhd. (an indirect wholly-owned subsidiary of the Company) in favour of the Security Agent (as security agent) in relation to its role as ship manager of the Vessel.

GUARANTEE

The Company shall give a guarantee to the Purchasers in respect of, among others, the obligations of the Seller under the Memorandum of Agreement, the Bareboat Charter Agreement, the Upfront Fee Letter, the Deed of Assignment and the Account Charge, including:

the due and punctual payment and discharge of all moneys whatsoever which may from time to time fall due to be paid by, among others, the Seller under or pursuant to any Transaction Documents to which it is a party; and
the due and punctual performance and observance by, among others, the Seller of all the terms and conditions of the Transaction Documents to which it is a party and of all of the Seller's obligations under or pursuant to any Transaction Document to which it is a party.

REASONS FOR, AND BENEFITS OF, ENTERING INTO THE TRANSACTIONS

The Company considers the Transactions to be beneficial to the Group as the Group could obtain additional working capital on reasonable terms to support its business activities and capital expenditure while at the same time maintaining the appropriate rights over the Vessel, which will strengthen the cash flow of the Group.

Currently there are three vessels, namely the "Crystal Endeavor" and two "Global Class" vessels, under construction in our shipyards. The Transactions and the disposal of up to 35% equity interest in Dream Cruises Holding Limited (as detailed in the announcement of the Company dated 6 August 2019) are intended to raise funds to substantially finance the construction costs for the three vessels prior to the drawdown of the Global I and II Loans (as defined in the announcement of the Company dated 6 August 2019). The proceeds will also be used for working capital for future operations of the three vessels and providing liquidity to our shipyards.

In accordance with the requirements of Hong Kong Financial Reporting Standards, the Transactions shall be accounted for as a financing transaction and therefore would not give rise to any gain or loss.

The terms of the Memorandum of Agreement and the Bareboat Charter Agreement, including the Consideration, the Charter Hire, the Upfront Fee, the Purchase Option Price and the Early Termination Sum were arrived at after arm's length negotiations between the parties with reference to the value of the Vessel and the borrowing cost of the Group.

The Directors are therefore of the view that the terms of the Memorandum of Agreement, the Bareboat Charter Agreement and the transactions contemplated thereunder, including the Consideration, the Charter Hire, the Upfront Fee, the Purchase Option Price and the Early Termination Sum, are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY AND THE PARTIES

The Company and the Seller

The Company is an investment holding company and its subsidiaries are principally engaged in the business of cruise and cruise-related operations, shipyard operations and leisure, entertainment and hospitality activities. The Seller is principally engaged in holding the legal and beneficial title to the Vessel and its bareboat chartering and is an indirect subsidiary of the Company.

The Purchasers

The Purchasers are BCLC SPV, CMBFL SPV and CCBFL SPV.

BCLC SPV is an investment holding company which is indirectly wholly-owned by Bank of Communications Financial Leasing Co., Ltd. Bank of Communications Financial Leasing Co., Ltd. is a wholly-owned subsidiary of Bank of Communications Limited.

CMBFL SPV is an investment holding company which is indirectly wholly-owned by CMB Financial Leasing Co., Ltd. CMB Financial Leasing Co., Ltd. is a wholly-owned subsidiary of China Merchants Bank Co Ltd.

CCBFL SPV is an investment holding company and an indirect wholly-owned subsidiary of China Construction Bank Corporation.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Purchasers and their respective ultimate beneficial owners is a third party independent of the Company and connected persons of the Company.

The Vessel

The Vessel is one of the three existing cruise ships operated under the Dream Cruises brand. As at 30 June 2019, the unaudited net asset value of the Vessel was approximately US$862.5 million. The net profit attributable to the Vessel (as reported in the Seller's books) for each of the two financial years ended 31 December 2017 and 31 December 2018 are set out below:

	For the year ended	For the year ended
	31 December 2017	31 December 2018
	(audited)	(audited)
	US$'000	US$'000

Net profit before taxation	23,010	19,367
Net profit after taxation	23,010	19,367

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal exceed 75%, the Disposal constitutes a very substantial disposal for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Purchase Option exceed 25% but all are less than 100%, the Purchase Option constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules. The Purchase Option is exercisable at the discretion of the Company. As a result, pursuant to Rule 14.75(2) of the Listing Rules, the Company may defer the seeking of Shareholders' approval for the exercise of the Purchase Option until such time as the Company determines to exercise the Purchase Option. However, as the Purchase Option is part and parcel to the same Transactions, the Company considers it appropriate to seek Shareholders' approval for the exercise of the Purchase

Option at the same time as Shareholders' approval is sought for the other components of the Transactions.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Put Option exceed 25% but all are less than 100%, the Put Option constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules. The exercise of the Put Option is not at the Company's discretion. As a result, pursuant to Rule 14.74 of the Listing Rules, the Company is required to seek Shareholders' approval for the grant of the Put Option at the same time as Shareholders' approval is sought for the other components of the Transactions.
As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Purchase Obligation exceed 25% but all are less than 100%, the Purchase Obligation constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under the Listing Rules.

DEFINITIONS

Unless the context otherwise requires, the following expressions have the following meanings in this announcement:

"Agent"	(a) prior to entry into the Coordination Deed, a party designated by
	the Purchasers from time to time; or (b) upon and after entry into the
	Coordination Deed, the "Agent" named and appointed to act as agent
	for and on behalf of the Purchasers for the purposes of the
	Transactions in accordance with the Coordination Deed, which shall
	accede to the terms of the Memorandum of Agreement and the
	Bareboat Charter Agreement
"Approved Valuer"	Brax Shipping HB, Simsonship AB, Clarksons Platou, Fearnleys,
	Lorentzen & Stemoco AS or any other reputable and independent
	international ship brokers
"Bareboat Charter	the bareboat charter agreement dated 25 September 2019 between the
Agreement"	Seller (as charterer) and the Purchasers (as owners) in relation to the
	bareboat chartering of the Vessel
"Bareboat Charter	the amount of the Consideration as may be reduced by payments of
Balance"	Fixed Hire and certain other payments made by the Seller (as
	charterer) to the Agent and/or the Purchasers pursuant to the Bareboat
	Charter Agreement
"BCLC SPV"	Xiang CR18 HK International Ship Lease Co., Limited, a company
	incorporated in Hong Kong with limited liability
"Board"	the board of directors of the Company
"Business Day"	a day (other than a Saturday or Sunday) on which banks and financial
	markets are open for business in Beijing, Singapore, Shanghai, Hong
	Kong and the jurisdiction in which the Agent's bank account is
	opened, and:
	(a) (in relation to the determination of the Delivery Date) in
	Beijing, Singapore, Shanghai, Hong Kong, Bermuda and the
	flag state of the Vessel (being Bahamas or such other
	jurisdiction as may be selected by the Seller and which is
	acceptable to the Agent (acting on the instructions of the
	Purchasers)) from time to time; and
	(b) (on which a payment is to be made or calculated) in New York
"Cancelling Date"	31 January 2020

"CCBFL SPV"	Compass Shipping 32 Corporation Limited, a company incorporated
	in Hong Kong with limited liability
"Charter Period"	the period of 144 months commencing from the Delivery Date
"Closing Market Value"	the market value of the Vessel, the determination of which is
	described in detail under the section headed "The Memorandum of
	Agreement - Consideration" above
"CMBFL SPV"	Sea 172 Leasing Co. Limited, a company incorporated in Hong Kong
	with limited liability
"Company"	Genting Hong Kong Limited, an exempted company continued into
	Bermuda with limited liability, having its Shares listed on the Main
	Board of the Stock Exchange
"Completion"	the completion of the sale and purchase of the Vessel pursuant to the
	Memorandum of Agreement
"connected person(s)"	has the same meaning as ascribed to it under the Listing Rules
"Consideration"	US$900 million or 80% of the Closing Market Value (whichever is
	lower), being the consideration for the Vessel payable by the
	Purchasers to the Seller pursuant to the Memorandum of Agreement
"Coordination Deed"	the coordination, agency and trust deed to be entered into between,
	among others, the Seller (as charterer), the Company (as guarantor),
	the Agent, the Security Agent and the Purchasers (as owners) in
	relation to the appointment of the Agent (as agent) and the Security
	Agent (as security agent) for the Purchasers in connection with the
	Transactions
"Delivery Date"	the date on which the Vessel is delivered by the Seller to the
	Purchasers pursuant to the Memorandum of Agreement and,
	simultaneously, by the Purchasers to the Seller pursuant to the
	Bareboat Charter Agreement
"Director(s)"	the director(s) of the Company
"Disposal"	the sale of the Vessel by the Seller to the Purchasers pursuant to the
	Memorandum of Agreement
"Early Termination	the aggregate of the amounts set out in the section headed "The
Sum"	Bareboat Charter Agreement - Put Option" above

"First Valuation"	the valuation of the Vessel as set out under the section headed "The
	Memorandum of Agreement - Consideration" above
"Fixed Hire"	a fixed hire of an amount equal to one-forty eighth of the difference
	between the Consideration and US$270 million (up to approximately
	US$13,125,000)
"Group"	the Company and its subsidiaries
"Hire Period"	(a) in respect of the first Hire Period, the period commencing from
	(and including) the Delivery Date up to (and including) the 15th day
	of the calendar month which is three calendar months after the
	calendar month in which the Delivery Date occurred; and (b) in the
	case of any subsequent Hire Period, the period commencing from
	(and including) the 16th day of the calendar month of the preceding
	Hire Period up to and (including) the 15th day of the calendar month
	which is three calendar months after the calendar month in which the
	preceding Hire Period is to end
"Immediate Holding	Dream Cruises Holding Limited, a company incorporated in
Company"	Bermuda with limited liability and an indirect subsidiary of the
	Company, which directly holds 100% of the issued shares of the
	Seller
"Lim Family"	collectively (1) Tan Sri Lim Kok Thay; (2) his spouse; (3) his direct
	lineal descendants; (4) the personal estate of any of the above
	persons; and (5) any trust created for the benefit of one or more of the
	above persons and their respective estates
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Memorandum of	the memorandum of agreement dated 25 September 2019 between the
Agreement"	Seller and the Purchasers in relation to the sale and purchase of the
	Vessel
"Purchase Obligation"	the purchase obligation as set out under the section headed "The
	Bareboat Charter Agreement - Purchase Obligation" above
"Purchase Obligation	the aggregate of (a) US$270 million; (b) all unpaid sums due and
Price"	payable together with default interest accrued pursuant to the
	Bareboat Charter Agreement from the due date for payment thereof
	up to the date of actual payment; (c) any other sums as the Agent, the
	Security Agent and the Purchasers (as owners) may be entitled to
	under the terms of the Transaction Documents

"Purchase Option"	the purchase option as set out under the section headed "The
	Bareboat Charter Agreement - Purchase Option" above
"Purchase Option	the aggregate of the amounts set out in the section headed "The
Price"	Bareboat Charter Agreement - Purchase Option" above
"Purchasers"	BCLC SPV, CMBFL SPV and CCBFL SPV
"Put Option"	the put option as set out in the section headed "The Bareboat Charter
	Agreement - Put Option" above
"Second Valuation"	the valuation of the Vessel as set out under the section headed "The
	Memorandum of Agreement - Consideration" above
"Security Agent"	the "Security Agent" named and appointed under the Coordination
	Deed to act as the security agent for and on behalf of the Purchasers
	in accordance with the terms thereof
"Seller"	Genting Dream Limited, a company incorporated in Bermuda with
	limited liability and an indirect subsidiary of the Company
"SGM"	a special general meeting of the Company
"Shares"	ordinary shares with par value of US$0.10 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Sub-Charterer"	Dream Cruises Management Limited, a company incorporated in the
	Hong Kong Special Administrative Region of the People's Republic
	of China with limited liability and an indirect subsidiary of the
	Company
"Third Valuation"	the valuation of the Vessel as set out under the section headed "The
	Memorandum of Agreement - Consideration" above
"Total Loss"	during the Charter Period, (a) actual or constructive or compromised
	or agreed or arranged total loss of the Vessel; (b) the requisition for
	title or compulsory acquisition of the Vessel by any government or
	other competent authority (other than by way of requisition for hire);
	or (c) the capture, seizure, arrest, detention, hijacking, theft,
	condemnation as prize, confiscation or forfeiture of the Vessel, unless
	the Vessel is released and returned to the possession of the Purchasers
	(as owners), the Seller (as charterer) or the Sub-Charterer within 60
	days after the capture, seizure, arrest, detention, hijacking, theft,
	condemnation as prize, confiscation or forfeiture in question

"Transactions"	the transactions contemplated under the Memorandum of Agreement
	and the Bareboat Charter Agreement (which include the Disposal, the
	Put Option, the Purchase Option and the Purchase Obligation)
"Transaction	the Memorandum of Agreement, the Bareboat Charter Agreement,
Documents"	the Deed of Assignment, the guarantee to be given by the Company
	referred to in the section above titled "Guarantee", the Share Charge,
	the Account Charge, the Manager's Undertakings, the Upfront Fee
	Letter and such other documents as may be designated as such by the
	Agent and the Seller from time to time
"Upfront Fee Letter"	the upfront fee letter dated 25 September 2019 between the Company,
	the Seller and the Purchasers in relation to the Upfront Fee
"US$"	United States dollar(s), the lawful currency of the United States of
	America
"Vessel"	the "Genting Dream" cruise ship operated under the Dream Cruises
	brand with IMO No. 9733105
"%"	Per-cent

By Order of the Board

Tan Sri Lim Kok Thay

Chairman and Chief Executive Officer

Hong Kong, 25 September 2019

As at the date of this announcement, the Board comprises two Executive Directors, namely Tan Sri Lim Kok Thay and Mr. Lim Keong Hui, and three Independent Non-executive Directors, namely Mr. Alan Howard Smith, Mr. Lam Wai Hon, Ambrose and Mr. Justin Tan Wah Joo.

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Genting Hong Kong Limited published this content on 25 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2019 10:37:08 UTC

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